BTS pcl : Notification on the Exercise Price of the Warrants to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited Issued to the Employees of the Company and its Subsidiaries' Employees No. 4 (BTS-WD)

(- Translation -)

Ref. No. BTS 2031/2018

February 26, 2018

Subject: Notification on the Exercise Price of the Warrants to Purchase Ordinary Shares of BTS Group

Holdings Public Company Limited Issued to the Employees of the Company and its Subsidiaries' Employees No. 4 (BTS-WD)

To: President

The Stock Exchange of Thailand

Reference is made to the letter of BTS Group Holdings Public Company Limited (the "Company") Ref. No. BTS 2589/2017 dated on July 25, 2017 as regards the Notification of the Resolutions of the 2017 Annual General Meeting of Shareholders which approved (1) the issuance and offering of warrants to the non-director employees of the Company and its subsidiaries under the name "Warrants to Purchase the Ordinary Shares of BTS Group Holdings Public Company Limited Issued to the Employees of the Company and its Subsidiaries No. 4 (BTS-WD)" ("BTS-WD Warrants") under the BTS Group ESOP 2017 Scheme for a total number of up to 16,000,000 units, and (2) the authorization of the Executive Committee to determine, amend, and add any details or terms that are necessary for and relevant to the issuance and offering of the BTS-WD Warrants.

By this letter, the Company would like to inform you that the Executive Committee's Meeting No.1/2018 held on February 15, 2018, resolved to approve the issue date of BTS-WD Warrants on February 26, 2018. The exercise price of BTS-WD Warrants is Baht 8.53 per share, which is the price not lower than the par value of the Company's shares and higher than the market price as stipulated in the Notification of the Office of the Securities and Exchange Commission No. SorChor. 39/2551 Re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount dated on December 24, 2008, i.e. the market price is equal to the weighted average price of the Company's ordinary share traded on the Stock Exchange of Thailand for 15 consecutive business days prior to the date of the 2017 Annual General Meeting of Shareholders of the Company held for consideration and approval of the issuance and offering of BTS-WD Warrants, i.e. during July 3, 2017 and July 24, 2017, which was equal to Baht 8.48.

In this regard, the exercise price of BTS-WD Warrants is calculated pursuant to the calculation method which is the highest of the following prices plus Baht 0.05 (Five Satang):

(1) the average closing price of the Company's ordinary shares traded on the Stock Exchange of

Thailand for 30 consecutive business days prior to the date on which the Board of Directors resolves to propose the agenda item regarding the issuance and offering of the BTS-WD Warrants to the 2017 Annual General Meeting of Shareholders, which was equivalent to Baht 8.42 per share (the average closing price of the shares during April 11, 2017 and May 26, 2017 - information from the SETSMART atwww.setsmart.com);

(2) the weighted average price of the Company's ordinary shares traded on the Stock Exchange of Thailand for 15 consecutive business days prior to the date of the 2017 Annual General Meeting

• of Shareholders held for considering and approving the agenda item on the issuance and offering

• of the BTS-WD Warrants, which was equivalent to Baht 8.48 per share (the weighted average price

• of the shares during July 3, 2017 and July 24, 2017 - information from the SETSMART atwww.setsmart.com); and

(3) the weighted average price of the Company's ordinary shares traded on the Stock Exchange of

Thailand for 15 consecutive business days prior to the issue date of the BTS-WD Warrants, which was equivalent to Baht 8.00 per share (the weighted average price of the shares during February 5, 2018 and February 23, 2018 - information from the SETSMART atwww.setsmart.com).

Please be informed accordingly.

Sincerely yours,

BTS Group Holdings Public Company Limited

-Mr. Rangsin Kritalug-

Executive Director and Chief Operating Officer

2